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Despite losing some brokers and assets during its six-month auction process, Regions Financial Corp. managed to sell its Memphis brokerage Morgan Keegan & Co. in January to Raymond James Financial Inc. for about $930 million -- close to the $1 billion it was said to be seeking. Morgan Keegan agreed to pay its parent a $250 million dividend before the deal's expected March close, bringing the total value to about $1.18 billion.
Birmingham, Ala.-based Regions relied on longtime counsel Sullivan & Cromwell LLP for legal advice. Its team was led by Mitchell Eitel, who was joined by John Estes, H. Rodgin Cohen, Ronald Creamer, Nader Mousavi, Andrew Soussloff and David Tulchin. S&C first connected with Regions when it represented AmSouth Bancorp in 2006 on a $10 billion merger with Regions, its crosstown rival. S&C represented Regions on some smaller transactions subsequent to that deal, including a handful of debt and equity offerings.
The Morgan Keegan sale, the largest deal that S&C has worked on for Regions, was struck despite the exit of some Morgan Keegan brokers over the course of the auction. Selling "people businesses is always a little hard," says Eitel. A key to the sale was keeping the Morgan management team intact, he adds.
The dividend may have also helped. It was determined by a "minimum working capital delivery," Eitel says, explaining that the up-front deal pricing was based on Morgan Keegan's having $700 million in tangible equity at the close of the deal. The expectation is that Morgan Keegan will have $250 million in excess of the capital requirement, which is to be paid out in the dividend.
S&C reunited with Goldman, Sachs & Co.'s John Mahoney, Kenneth Coquillette and Adam Graves for the Regions assignment. They also advised AmSouth on the Regions deal. Goldman's advised Regions on all of its capital raises since that merger, says a source. Regions also used Birmingham's Maynard, Cooper & Gale PC's John Bolus for legal counsel.
Raymond James turned to longtime counsel Morrison & Foerster LLP's James Tanenbaum and Anna Pinedo. "We have known the Raymond James people for 20 years," says Tanenbaum, adding that the firm has counseled the St. Petersburg, Fla., brokerage on "various public offerings, registered direct offerings, PIPEs and private placements that the firm has executed for its clients." The law firm has also assisted Raymond James "on a number of occasions when it has acted as a financial adviser in connection with M&A transactions."
J.P. Morgan Securities LLC's William Cruger, Reinhard Koester, Anu Aiyengar, Elizabeth Myers and Therese Esperdy provided Raymond James with financial advice. It's unclear how far back J.P. Morgan's relationship with Raymond James dates, but most recently it served alongside Citigroup Inc. as a bookrunner on an April $250 million note offering. -- Michael Rudnick
Dealmakers for Pittsburgh's RTI International Metals Inc. got an education in Minnesota cordiality when the company agreed to buy precision manufacturing components maker Remmele Engineering Inc. from Minneapolis private equity firm Goldner Hawn Johnson & Morrison Inc. for $182.5 million.
"I guess this was a good opportunity to get to know some folks in Minnesota," says Pittsburgh-based Perry Patterson of Buchanan Ingersoll & Rooney PC, counsel to RTI. "I would definitely say that in my experience, the folks that I ran into in this deal were very, very cordial compared to what I was used to." Most of Patterson's practice is focused on the East Coast and West Coast, he adds.
RTI is paying 8.3 times 2011 Ebitda and 7.4 times estimated 2012 Ebitda for New Brighton, Minn.-based Remmele, according to a Jan. 10 conference call, when the deal was announced. Goldner Hawn had acquired Remmele from the Remmele family in 2007 for undisclosed terms; a source says the firm doubled operating income from less than $10 million to "north of $20 million." Another source says the RTI transaction grew out of an auction process after Goldner Hawn restructured the business, ramping up Remmele's production efforts in medical devices components.
In addition to Patterson, Buchanan Ingersoll's team on the deal included Jennifer Minter. RTI received financial advice from Steven Wolitzer and Raymond Raimondi at Barclays Capital.
Remmele took legal advice from a Faegre Baker Daniels LLP team that included Keith Radtke, Bruce Engler and Ryan Miske. Faegre Baker has a long relationship with Goldner Hawn. "They were founded back in 1989, and we've been working with them since then," says Radtke, who counseled Goldner when it bought Remmele. For financial advice, Remmele tapped Eric Nicholson, Hunt Greene and Matthew Greeson at Greene Holcomb & Fisher LLC, a Minneapolis investment bank that's worked before with Faegre Baker on deals, including the $31 million take-private of St. Paul, Minn.-based retailer Gander Mountain Co. in 2009 and the 2008 sale of Minneapolis household products company Caldrea Co. to S.C. Johnson & Son Inc. "We're just really good buddies with them," says Radtke regarding Greene Holcomb. -- Thomas Zadvydas
AngioDynamics Inc. finally won medical devices company Navilyst Medical Inc. after having on and off talks with the Marlborough, Mass.-based target for the past few years. The $372 million deal was announced on Jan. 31.
Avista Capital Partners, which owns Navilyst, did not run an auction for the company, says Ropes & Gray LLP partner Craig Marcus, who is leading a team that is representing Navilyst. Instead, the two companies knew of each other's work in the medical devices sector. "They've been aware of each other for some time," says Marcus, who attended Columbia Law School with Avista general counsel Ben Silbert. "They finally got together on pricing terms."
Marcus' team advised Avista when it acquired Navilyst from Boston Scientific Corp. in 2008 for $425 million. Navilyst was Boston Scientific's former venous access and fluid management systems unit. It makes devices that allow doctors to access a patient's circulatory system.
Latham, N.Y.-based AngioDynamics will pay $97 million in cash and $150 million in debt backed by a loan from J.P. Morgan Chase Bank NA and KeyBank NA for Navilyst. AngioDynamics will also issue Avista 9.5 million shares in new common stock that is valued at $135 million, giving the private equity firm a 27% stake in Navilyst.
Navilyst's performance has struggled under Avista's management. Its revenue dropped from $170 million in 2008 to $149 million in 2011, while averaging adjusted Ebitda of $30 million over the same time frame.
J.P. Morgan Securities LLC is advising AngioDynamics, which is being represented by William Mills III and Linda Swartz at Cadwalader, Wickersham & Taft LLP. Barclays Capital's Doug Solomon and Jed Brody are advising Navilyst. Sarah Schaffer Raux, Steve Rutkovsky, Leo Arnaboldi III, Renata Ferrari, Bruce Manheim Jr., Tim McCrystal, Michael McFalls and Peter Alpert are the other Ropes & Gray attorneys on the deal. -- Demitri Diakantonis
Gennum Corp.'s $494 million cash sale to rival Semtech Corp., announced Jan. 23, was the final step in a restructuring process that began in 2007 and included asset sales and acquisitions.
The Burlington, Ontario, semiconductor maker received an unsolicited bid last fall from an undisclosed buyer, according to Blake, Cassels & Graydon LLP partner John Tuzyk, who led a team representing Gennum in its sale. Gennum then hired Canaccord Genuity Corp. to run a limited auction process, sending deal books to a select list of logical bidders. Semtech made it to the final round and signed the deal on Jan. 23.
"It was a normal kind of strategic review process," says Tuzyk. "They have received unsolicited offers from time to time."
Tuzyk was involved with Gennum throughout its restructuring, most notably working on its 2007 sale of its consumer headset product unit to Cellpoint Connect AB for undisclosed terms. He also advised Gennum on the $14 million sale of its hearing instruments business and manufacturing operations to Sound Design Technologies Ltd., also in 2007.
In March 2009, Gennum made a $92 million offer for Tundra Semiconductor Corp., but it was outbid by Integrated Device Technology Inc. for about $104 million. Most recently, Gennum acquired Nanotech Semiconductor Ltd. for $34 million in cash in April.
Semtech, of Camarillo, Calif., is paying C$13.55 per share, or a 120% premium, for Gennum. The deal is expected to close by the end of March and calls for a C$19.35 million ($19.33 million) termination fee. Semtech has the right to match or beat any higher offers if Gennum were to receive any.
In addition to Blakes, whose team also included Cynthia Sargeant, Shlomi Feiner, Gordon McKenna, Bryan Bailey, Elizabeth Boyd, Julie Soloway, Ken Ng, Joel Richler, Christine Ing, Gary Daniel and Ryan Morris, Skadden, Arps, Slate, Meagher & Flom LLP's Christopher Morgan represented Gennum. Chad Hutchison is Gennum's general counsel.
Steve Abbott and Michael Tedesco at Jefferies & Co. are advising Semtech. O'Melveny & Myers LLP's David Johnson Jr. and Eric Zabinski and counsel Alexandra Redwine and Su Lian Lu, along with Norton Rose Canada LLP's Terence Dobbin, Adrienne Oliver, Richard Borden, Christopher Hunter, Evelyn Li, Kevin Ackhurst, Alison FitzGerald and Bruce Sheiner, are providing legal counsel to Semtech. -- D.D.
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